Common use of Assignment of Lease Clause in Contracts

Assignment of Lease. 10.01. The Tenant may not assign the Lease or sublet all or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:

Assignment of Lease. 10.01. The Tenant may shall not mortgage, pledge or assign the this Lease or sublet all the whole or any part of the Premises Leased Premises, or otherwise grant possession of the Premises or any portion thereof to permit any other person to occupy same or any part thereof, without first obtaining the prior written consent of the Landlord, such which consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed unreasonably withheld so long as the assignee or implied as consent to any further sublessee has equal or subsequent better credit and business experience. Any assignment or sublettingsub-letting, even with Landlord’s consent, shall not relieve Tenant from liability for payment of Fixed Minimum Rent, Additional Rent and all charges, rates and other sums; or from the obligations of Tenant set forth in this Lease. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including even with the Landlord’s legal costs in connection therewith and a non-refundable amount consent of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into results in rental income or other lease charges in an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period amount greater than that provided for in this Lease, then such excess shall belong to Landlord and shall be payable to Landlord as Additional Rent herein reserved. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the agreements of this Lease, or to be a consent to any assignment for the benefit of creditors or by operation of law and shall not be effective to transfer any rights to any assignee without prior written consent of Landlord. In the event Xxxxxx wishes to assign this Lease and Landlord consents to such assignment, Landlord may charge a reasonable fee, not to exceed Seven Hundred Fifty and no/100 Dollars ($750.00), to help offset any costs Landlord may have in preparing such assignment, or in examining the information, financial statements, operating history, references, etc., necessary to effectuate same. If Tenant desires to assign the Lease or sublease all or part of the Leased Premises, Tenant shall submit to Landlord, at least sixty (60) days prior to the effective date of the proposed assignment or sublease, a written notice of its intent, which notice shall; (a) state the name of the proposed assignee or sublessee; (b) state the nature and character of the business of the proposed assignee or sublessee; (c) state the term, use, rental rate and other particulars of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or sublessee is financially responsible and will immediately occupy and thereafter use the Leased Premises for the use stated in Section 1.1 and in accordance with Section 7.1.B; and (d) be accompanied by a copy of the proposed assignment or sublease documents. Upon receipt of said notice including items (a)—(d) above, Landlord shall have the right, without at Xxxxxxxx’s sole discretion, within thirty (30) days after receipt of such notice, to approve or disapprove the consent of Landlordproposed assignment or sublease, but otherwise in accordance with the requirements of or to terminate this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all Lease effective as of the Tenantproposed effective date of the assignment or sublease (provided, however, that Tenant may nullify Landlord’s obligations hereunder termination right by withdrawing the proposed assignment or sublease). No assignee of the Lease or sublessee of the Leased Premises or any portion thereof may further assign or sublet the Leased Premises or any portion thereof. In the event Landlord consents to the extent applicableany assignment or subletting, to assign any Renewal Options provided for in this Lease and/or sublease the whole or part of the Premises to:shall become null and void.

Assignment of Lease. 10.01. The (a) Tenant may will not assign the assign, transfer, mortgage or otherwise encumber this Lease or sublet all or rent (or permit occupancy or use of) the premises, or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining the prior written consent of the Landlord, such any consent not to be at Landlord's sole discretion and Landlord may unreasonably withheldwithhold its consent, nor shall any assignment or transfer of this or the right of occupancy hereunder be effectuated by operation of law or otherwise without the prior written consent of Landlord. In no event If Tenant is a corporation or partnership, any transfer of a majority or controlling interest of Tenant's issued and outstanding capital stock or partnership interests shall the Tenant be released or discharged from the full performance of deemed an assignment under this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and shall require Landlord's prior written consent. The consent by Landlord to any such consent granted by the Landlord assignment or subletting shall not be deemed construed as a waiver or implied as release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further or subsequent assignment or subletting. In the event this Lease is assigned that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant, assignee or all any other occupant holding the premises or a any portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of thereof under the Tenant’s obligations hereunder , and hereby authorizes each subtenant to the extent applicable pay said rent directly to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:.

Assignment of Lease. 10.01. The Tenant Lessee acknowledges and agrees that Lessor may not assign the Lease or sublet all or any part of the Premises sell, assign, mortgage, or otherwise grant transfer its interest hereunder and/or in the Equipment to others ("Assignees") without any consent of Lessee, provided however that Lessee shall be promptly notified of any assignment and that each Assignee shall expressly take assignment subject to this Lease and the Charter and agree to recognize Lessee's rights under this Lease, including expressly the right to quiet enjoyment, use and possession of the Premises Equipment so long as no Event of Default exists under the Lease, during, and pursuant to Section 21.2 after, the term of this Lease; provided further that, notwithstanding the foregoing, if such Assignee is PDS Funding 2004-A, LLC or any portion of its successors or assigns, such assignment shall be taken subject to the terms of that certain Notice, Consent and Acknowledgment of Assignment or Sale of even date herewith by and among Lessor, Lessee, PDS, Cruise II, ITG, ITG Palm Beach, LLC and International Thoroughbred Breeders, Inc. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease, the Charter or any Lease Schedule so assigned to be amended or the terms thereof to any other person waived without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord Assignees; (iv) shall not be deemed require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or implied as consent attempt to any further or subsequent assignment or subletting. In terminate the event this Lease is assigned or all or a portion of the Premises subletLease, the Tenant shall pay all reasonable out-of-pocket expenses incurred Charter or any Lease Schedule on account of any default by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained hereinLessor, so long as Tenant is such default does not then result in default under this Lease beyond the denial of Lessee's quiet enjoyment, use and possession of the Equipment; and (vi) acknowledges that any applicable curative period provided for in Assignee may reassign its rights and interest with the same force and effect as the assignment described herein. Lessee shall not assign this Lease, Tenant shall have the rightCharter or any Lease Schedule or assign its rights in or sublet the Equipment, or any interest therein, except pursuant to that certain Sub-Bareboat Charter of even date herewith between Lessee and ITG, without the Lessor's and its Assignee's prior written consent, which consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to shall not be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:unreasonably withheld.

Assignment of Lease. 10.01. The Tenant may Lessee agrees not to transfer or assign the Lease this lease, or sublet all or any part of the Premises or otherwise grant possession of subject premises without the Premises or any portion thereof to any other person without first obtaining the prior written consent of the LandlordLessor. NEGLECT OF PREMISES The Lessee shall not commit waste on the premises herein leased, such consent not and the premises will be returned to be unreasonably withheld. In no event shall the Tenant be released or discharged from Lessor at the full performance termination of this Lease lease in substantially as good condition as at the commencement thereof, damages from natural elements, normal depreciation and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or sublettingdecay excepted. DEFAULT BY LESSEE In the event this Lease is assigned or all or a portion the Lessee defaults in any of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else covenants contained herein, so long as Tenant the Lessor shall notify the Lessee, in writing, of such default and if such default is not then corrected within sixty days after receipt of notification, the Lessor may notify Lessee that the lease is terminated, and reenter the premises herein leased. DAMAGE TO PREMISES BY FIRE, ETC. It is agreed by and between the parties hereto that in default under the event the premises are destroyed or damaged by fire, natural elements, or other cause to such an extent that continued occupancy by the Lessee would be impractical, the Lessee shall give immediate notice thereof to the Lessor, in writing, and this Lease beyond lease shall terminate. If only a part of the premises shall be rendered untenable, leaving the remainder suitable for occupancy, the rental shall be proportionately abated until the premises have been repaired. The Lessor shall have five (5) days from receipt of such notice to decide whether or not to repair the premises. Any repairs undertaken must be completed within a reasonable length of time after Lessor’s decision. Should Lessor decide not to repair the premises, this lease shall terminate, and Lessee shall deliver possession of the premises to the Lessor and thereupon be relieved of any applicable curative period provided and all liability hereunder or concerning the premises except for any unpaid rent through the final day of occupancy. PROVISIONS FOR IMMEDIATE TERMINATION It is further agreed by and between the parties hereto that this lease shall be considered canceled, without further obligation on the part of the Lessee, if the State Legislature or the Federal Government should subsequently fail to appropriate sufficient funds therefor, or should otherwise act to impair this lease or cause it to be canceled, or in the event it shall become unlawful to maintain a State facility on leased premises. In any event aforementioned, the Lessee may immediately redeliver possession of the premises to the Lessor and thereupon be relieved from any and all obligations hereunder or concerning the premises except for rent accruing prior to such date of redelivery. QUIET ENJOYMENT OF PREMISES The Lessor covenants that at the date of this Leaselease, Tenant Lessor was seized of said premises as the sole owner(s) thereof, in fee simple, free of all liens, encumbrances and any outstanding interests whatsoever, and that upon payment of rentals as hereinbefore set forth, it will warrant and defend the title of Lessee against any and all claims whatsoever, not arising hereunder during the term of this lease; that the Lessee shall, at all times during the term of this lease, peaceably and quietly have, hold and enjoy the said leased premises. CANCELLATION OF LEASE It is further agreed by and between the parties hereto that the Lessee shall have the rightright to cancel this lease, without further obligation on the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Lessee, upon giving thirty (30) days’ written notice to the Lessor, such notice being given at least thirty days prior to the last day of the succeeding month. REMOVAL OF MACHINERY AND EQUIPMENT It is understood and agreed that all machinery and equipment installed by the Lessee, or placed upon the leased premises incident to Lessee’s business, whether annexed to the freehold or not, shall remain the personal property of the Lessee, and Lessee shall have the privilege and right to remove same at any time during the term of this lease provided the premises are restored to as good condition as existed prior to installation of said machinery and equipment, reasonable wear and tear expected. STRUCTURAL OR OTHER CHANGES TO PREMISES In the event the Lessee requires structural or other changes in said premises to improve the use and efficiency of same, and if said changes are completed by Lessor at its cost and expense, the Lessee agrees to reappraise and renegotiate this lease to arrive at a fair rental value, if warranted.

Assignment of Lease. 10.0112.01. The Tenant may not sublet or assign the this Lease or sublet all or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord's consent, which consent will not be unreasonably withheld or delayed after Tenant notifies Landlord of its intention to assign or sublet. If within twenty (20) days after Tenant's notice, Landlord shall have failed to either approve or disapprove (and in the case of disapproval, set forth the reasons therefore) Tenant's proposed assignment or subletting, such assignment or subletting shall be deemed to have been approved. It is further agreed that no assignment or sublease shall be effective unless the assignee or sublessee agrees directly with the Landlord to perform Tenant's obligations under this Lease. Notwithstanding any permitted assignment or subletting, no further assignment or subletting may be made without Landlord's consent not to be unreasonably withheld. In no event and, in all events, Tenant shall the Tenant be released or discharged from the full performance of this Lease remain fully and primarily liable for the payment of all rents and monies rent, additional rent and the observance performance of all covenantsthe terms, agreements, terms covenants and conditions contained herein contained jointly and any severally with such consent granted by the Landlord assignee or sublessee. Landlord's dealing with an assignee or sublessee shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In affect the event this Lease is assigned or all or a portion continued liability of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to itunder this Lease. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained hereinforegoing, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for may be assigned, or the Demised Premises may be sublet, in this Lease, Tenant shall have the rightwhole or in part, without the consent Landlord's prior consent, (a) to any corporation into or with which Tenant may be merged or consolidated, or (b) to any corporation which shall be an affiliate, subsidiary, parent or successor of LandlordTenant, but otherwise in accordance or of a corporation into or with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to which Tenant may be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole merged or part of the Premises to:consolidated.

Assignment of Lease. 10.01. The Tenant may Lessee will not assign the assign, transfer, mortgage or otherwise encumber this Lease or sublet all or rent (or permit occupancy or use of) the premises, or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining the prior written consent of the Landlord, such consent Lessor which shall not to be unreasonably withheld. In no event , nor shall the Tenant be released any assignment or discharged from the full performance transfer of this Lease and or the payment right of all rents and monies and occupancy hereunder be effectuated by operation of law or otherwise without the observance prior written consent of all covenants, agreements, terms and conditions herein contained and Lessor. The consent by Lessor to any such consent granted by the Landlord assignment or subletting shall not be deemed construed as a waiver or implied as release of Lessee from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant or occupant constitute a waiver or release of Lessee of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Lessee from obtaining the consent in writing of Lessor to any further or subsequent assignment or subletting. In the event this Lease is assigned that Lessee defaults hereunder, Lessee hereby assigns to Lessor the rent due from any subtenants, assignee or any other occupant holding the premises or any portion thereof under the Lessee, and hereby authorizes each such subtenant to pay said rent directly to Lessor. In the event that Lessee desires to sublet all or a portion of the Premises subletdemised premises, Lessee shall give to Lessor thirty (30) days written notice of Lessee's intention so to do. Within thirty (30) days after receipt of said notice, Lessor shall have the Tenant shall pay all reasonable out-of-pocket expenses incurred by right to sublet that portion of the Landlord in any such assignment or subletting, including demised premises from the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance Lessee at the same rent stipulated herein. If Lessee desires to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by sublet all of the Tenant’s obligations hereunder demised premises, Lessor shall also have the right to terminate this Lease on a date to be agreed upon by Lessor and Lessee. In the extent applicable event Lessor has not exercised its right to itsublet the demised premises or terminate this Lease as heretofore provided, Lessee may sublet the demised premises after first obtaining the written consent of the Lessor. Notwithstanding the foregoing provisions For purposes of this Section 10.01 Paragraph, if Lessee is a partnership or anything else contained hereincorporation, so long as Tenant is not then any change in default under this Lease beyond any applicable curative period provided for in this Leasethe ownership thereof that exceeds, Tenant shall have during the right, without the consent of Landlord, but otherwise in accordance with the requirements term of this Lease, including without limitation, the obligation forty (40%) shall be deemed an assignment of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Lease.

Assignment of Lease. 10.01. The Tenant may shall not have the right to assign this lease or to sublet the Lease or sublet all whole or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person demised premises without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord which shall not be deemed unreasonably withheld or implied as consent to any further or subsequent assignment or subletting. In the event delayed, provided Tenant may assign this Lease is assigned or all or in connection with a portion sale of Tenant's business to an entity with a net worth greater than the Premises sublet, the combined net worth of Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in and Tenant's Guarantor (see Section 30 of this lease); but notwithstanding any such assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all and other obligations under the terms, provisions, and covenants of this lease, including the Landlord’s legal costs use of the premises, unless Landlord shall have negotiated and entered into a new lease with the proposed sub-lessee or assignee, or Landlord shall have agreed in connection therewith writing to accept performance by the sub-lessee or assignee and a non-refundable amount exonerate Tenant of Five Hundred Dollars ($500.00) further rents and performance. Alternatively, Landlord may revise the lease to terminate the lease arrangement for the area proposed in advance to the sublease, and will proportionately credit the rental payments accordingly. Upon the occurrence of any event of default as herein defined, if the demised premises or any part thereof are then assigned or sublet, Landlord, representing in addition to any other remedies herein provided or provided by laws, may at their option collect directly from such assignee or sub-Tenant all the rents becoming due to them by Tenant hereunder, and no such collection shall be construed to constitute a reasonable cost novation or a release of Tenant from the further performance of its obligations hereunder. Landlord shall also have the right to the assign any of their rights under this lease; but notwithstanding any such assignment, Landlord shall at all times remain fully responsible and liable for reviewing such application. Any transferee shall enter into an agreement directly compliance with the Landlord covenanting to be bound by all of their obligations under the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing terms, provisions and covenants of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:lease.

Assignment of Lease. 10.01. The Tenant Lessee acknowledges and agrees that Lessor may not assign sell, assign, mortgage, or otherwise transfer its interest hereunder and/or in the Equipment to others ("Assignees") without any consent of Lessee, provided however that Lessee shall be promptly notified of any assignment and that each Assignee shall expressly take assignment subject to this Lease or sublet all and the Vessel Lease Documents and agree to recognize Lessee's rights under this Lease, including the right to quiet enjoyment and use of the Equipment so long as no event of default exists under the Lease, during the term of this Lease; provided further that, notwithstanding the foregoing, if such Assignee is PDS Funding 2004-A, LLC or any part of its successors or assigns, such assignment shall be taken subject to the Premises terms of that certain Notice, Consent and Acknowledgment of Assignment or otherwise grant possession Sale of even date herewith by and among Lessor, Lessee, PDS, Cruise II, ITG, ITG Palm Beach, LLC and International Thoroughbred Breeders, Inc. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the Premises designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease, the Vessel Lease Documents or any portion Lease Schedule so assigned to be amended or the terms thereof to any other person waived without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord Assignees; (iv) shall not be deemed require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or implied as consent attempt to any further or subsequent assignment or subletting. In terminate the event this Lease is assigned or all or a portion of the Premises subletLease, the Tenant shall pay all reasonable out-of-pocket expenses incurred Vessel Lease Documents or any Lease Schedule on account of any default by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained hereinLessor, so long as Tenant is such default does not then result in default under this Lease beyond the denial of Lessee's quiet enjoyment, use and possession of the Equipment; and (vi) acknowledges that any applicable curative period provided for in Assignee may reassign its rights and interest with the same force and effect as the assignment described herein. Lessee shall not assign this Lease, Tenant the Vessel Lease Documents or any Lease Schedule or assign its rights in or sublet the Equipment, or any interest therein without Lessor's and its Assignee's prior written consent, which consent shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to not be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:unreasonably withheld.

Assignment of Lease. 10.01. The Tenant may Lessee covenants and agrees that it will not assign the this Lease or sublet all the Demised Premises or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person thereof, without first obtaining securing the prior written consent of the LandlordLessor thereto, such which consent shall not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such Such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In withheld, (a) if at the event this Lease is assigned or all or a portion time of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including Lessee shall not have been, nor be in default of the Landlord’s legal costs in connection therewith performance or observance of any of the Lessee's covenants and a non-refundable amount of Five Hundred Dollars agreements hereunder, and ($500.00b) in advance to if the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee assignee or sublessee shall enter into an agreement directly with the Landlord covenanting to be bound by expressly assume all of the Tenant’s covenants and obligations hereunder to of the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default Lessee under this Lease beyond by written instrument, and if the business to be carried on by the assignee or sublessee is free from nuisance and similar to the use the building is being used for at the time of assignment or subletting, and (c) if such assignee or sublessee is a reasonably financially responsible person, firm or corporation and one of good character and reputation and (d) if a duplicate executed copy of such instrument of assignment or sublease shall be delivered to the Lessor promptly after its execution by the parties thereto. Notwithstanding any applicable curative period provided for in this Lease, Tenant shall have the right, without assignment or sublease made with the consent of LandlordLessor, but otherwise in accordance with Lessee shall not be discharged of any obligation or liability under this Lease. Nothing herein shall be construed to require the requirements written consent of the Lessor to the assignment or transfer of this Lease, including without limitationwhether by operation of law or otherwise, the obligation to any successor in interest, whether through merger, acquisition or purchase of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all or substantially all of the Tenant’s obligations hereunder business of Lessee for which the Demised Premises are utilized. In the event Lessee receives Lessor's consent to an assignment or sublease the demised premises or any portion thereof and the rent received from sublessee exceeds the rent set forth in this Lease Agreement, said increase in rent shall be considered as additional rent due and payable to the extent applicable, to assign this Lease and/or sublease Lessor and the whole or part sum of the Premises to:increase shall be remitted to Lessor upon receipt of same from sublessee. 2.

Assignment of Lease. 10.01. The Tenant Lessee may not assign its right to the Lease or sublet all or any part of present lease without the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior express, written consent of the LandlordLessor. However, such consent it may freely assign the right to the lease for all the rented premises to the buyer of its successor in business. Any assignment must take place by notarial act or private deed, which the Lessor will be called upon to attend. The assignees must jointly undertake, with the Lessee, to pay the rent and perform the conditions of the lease. The Lessee shall remain jointly responsible with its successor and all subsequent successors for payment of the rent and performance of the conditions of the lease until expiration thereof. In addition, the Lessee may not assign its business without first offering the purchase to the Lessor. After notification by registered letter with acknowledgment of receipt served in relation to the business assignment project, the latter shall have a period of one month to inform the Lessee if it wishes to purchase it at the conditions offered or at conditions to be unreasonably withheld. In no event shall negotiated between the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or sublettingparties. In the event latter case, the assignment must take place in the month the Lessor exercises its right of pre-emption, failing which this pre-emption shall be deemed null and void. If no response is received in the established period, it shall be assumed that the Lessor has chosen not to exercise the right of pre-emption. In addition, all those who may subsequently become assignees of the Lease is shall remain obligated to the Lessor, jointly between themselves and the Lessee, to pay the rent and perform the conditions of the lease throughout the duration thereof, even if they are no longer in the premises and have assigned or all their right. A certified copy of the assignment deed or a portion registered original must be submitted to the Lessor, at no cost for the latter, the Lessee being obligated to comply with the rules of article 1690 of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Civil Code.

Assignment of Lease. 10.01. The Tenant may not assign Landlord has, pursuant to the Lease or sublet all or any part applicable provisions of the Premises or otherwise grant possession Mortgage, collaterally assigned to Mortgagee, as additional security for the indebtedness secured by the Mortgage, all of Landlord’s right, title and interest in and to the Premises or any portion thereof Lease, including the right to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies other payments payable to Landlord pursuant to the Lease. Tenant hereby acknowledges that it has been given a copy of the foregoing assignment, and Tenant hereby consents thereto. If, pursuant to such assignment (or subsequent loan documentation entered into between Landlord and Mortgagee, with a similar purpose), Tenant receives (from time to time) a notice (a “Loan Default Notice”) from Mortgagee directing Tenant to pay to Mortgagee subsequent rental and other payments under the observance terms of all covenantsthe Lease which would otherwise be payable to Landlord, agreements, terms and conditions herein contained and then Tenant shall comply with any such consent granted by notice. Tenant shall continue to make payments in compliance with any such Loan Default Notice from Mortgagee until Xxxxxx receives written instructions to the contrary from Mortgagee. Landlord shall not be deemed or implied as hereby gives its consent to any further such payments by Tenant to Mortgagee that are in compliance with any such Loan Default Notice, and release Tenant from liability for any such payments. This consent by Landlord shall be deemed to be irrevocable until the entire debt secured by the Mortgage has been discharged, as evidenced either by the recordation of a satisfaction or subsequent assignment release executed by Mortgagee and delivered to Tenant, or subletting. In by the event this Lease is assigned or all or delivery of a portion written statement to that effect from Mortgagee to Tenant; upon receipt of the Premises subletforegoing, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder under this Agreement, other than those post-Foreclosure agreements set forth in Section 4 hereof, shall automatically terminate. It is understood that Tenant shall comply with the direction set forth in any such Loan Default Notice without any necessity to the extent applicable investigate Mortgagee’s reasons for sending such notice, or to it. Notwithstanding the foregoing provisions of this Section 10.01 confirm whether or anything else contained herein, so long as Tenant not Landlord is not then in fact in default under this the terms of the Mortgage. Tenant further acknowledges and agrees that under the provisions of the Mortgage, the Lease beyond cannot be terminated except as provided in the Lease (nor can Landlord accept any applicable curative period provided for surrender of the Lease) nor amended or modified in this any of its material terms, consent by Landlord be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, Tenant shall have the rightin each such case, without the prior written consent of LandlordMortgagee except as otherwise provided in the Assignment, but otherwise and without such consent no rent may be collected or accepted by Landlord more than one month in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:advance.

Assignment of Lease. 10.01. The (a) Tenant may shall not assign the this Lease or sublet all sublease the Leased Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, lease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 4.06 as a "Transfer") without the Premises prior express written permission of Landlord, which will not be unreasonably withheld or otherwise grant possession of the Premises or any portion thereof delayed; provided, however, that Landlord's right to terminate this Lease as to any other person space for which Tenant requests permission to make a Transfer shall not be limited, qualified or in any way affected by or subject to the agreement that permission will not be unreasonably withheld, it being understood and agreed that if Tenant requests Landlord's permission to make a Transfer, Landlord shall have the right, in its sole discretion, for any reason or for no reason, to terminate this Lease as to the space so affected as hereinafter provided unless such transfer is to a subsidiary, affiliate or successor of Tenant pursuant to Section 4.06(f) whereby Landlord will not have the right prescribed herein to terminate this Lease as to the space so affected. Any attempt to effect a Transfer without first obtaining such permission of Landlord shall be void and of no effect. Tenant acknowledges that any assignment or Lease is also subject to the prior written consent of any Landlord's Mortgagee (as defined in Section 4.10). Without limiting the Landlordgenerality of what may constitute reasonable grounds for withholding permission, such consent not it is stipulated and agreed that during the initial twelve (12) months of the Lease Term, a refusal to be unreasonably withheld. In no event permit a Transfer to another tenant in the Building, or a refusal to permit a Transfer to a proposed assignee or sublessee with whom Landlord has been negotiating to lease space in the Building shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or sublettingreasonable. In Without limiting the event this Lease is assigned or all or a portion of the Premises subletforegoing, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the rightright to refuse to permit a Transfer to any Transferee that is engaged in the business of telemarketing call-out services, without sexually oriented businesses, government agencies not typically found in Class A office buildings, or any other use that is not compatible with the consent other tenants in the Building. In order for Tenant to make a Transfer, Tenant must request in writing Landlord's permission within at least thirty (30) days in advance of the date on which Tenant desires to make a Transfer, which request will be accompanied by a detailed term sheet outlining the terms of the Transfer. Landlord and Landlord's Mortgagees shall then have a period of fifteen (15) calendar days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or sublessee by Landlord, but otherwise or (ii) to refuse consent (only for those reasons prescribed herein) to Tenant's requested Transfer and to continue this Lease in accordance with full force and effect as to the requirements entire Leased Premises. If Landlord shall fail to notify Tenant in writing of this Leasesuch election within said fifteen (15) day period, including without limitationLandlord shall be deemed to have elected option (ii) above. If Landlord elects to exercise option (ii) above, the obligation of Tenant agrees to provide at its expense, direct access from any transferee sublet space or concession area to enter into an agreement directly with the Landlord covenanting to be bound by all a public corridor of the Tenant’s obligations hereunder Building. The prohibition against a Transfer contained herein shall be construed to the extent applicable, to assign this Lease and/or sublease the whole or part include a prohibition against any Transfer by operation of the Premises to:law.

Assignment of Lease. 10.01. The Tenant may shall not assign the or encumber its interest in this Lease or sublet the Premises or sublease all or any part of the Premises or otherwise grant possession allow any other person or entity to occupy or use all or any part of the Premises or any portion thereof to any other person without first obtaining the Landlord’s consent, in Landlord’s sole and absolute discretion. Any assignment, encumbrance or sublease without Landlord’s prior written consent of the shall be voidable and at Landlord’s election, such consent not to be unreasonably withheldshall constitute a Default. In no event shall the Tenant be released Landlord’s waiver or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is assigned a partnership or all limited liability company, a withdrawal or a portion change, voluntary, involuntary or by operation of law, of any partner or member, or the dissolution of the Premises subletpartnership or limited liability company, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of any assets of Tenant other than in the ordinary course of business shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least twenty-five percent (25%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange or in the over-the-counter or electronic bulletin board markets. If Tenant requests Landlord to consent to a proposed assignment or subletting Tenant shall pay all reasonable out-of-pocket to Landlord, whether or not consent is ultimately given, Landlord’s attorneys’ fees and other expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount with such request. No interest of Five Hundred Dollars ($500.00) Tenant in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Leaseshall be assignable by involuntary assignment through operation of law (including, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation transfer of any transferee to enter into an agreement directly with the Landlord covenanting to be bound this Lease by all testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a Default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant’s obligations hereunder to . Tenant acknowledges and agrees that Landlord shall have the extent applicableabsolute right, at any time and without the need for consent of Tenant, to (a) assign all or any portion of its interest under this Lease, or (b) to assign all or any portion of its interest under this Lease and/or sublease either absolutely or collaterally as security for a loan or loans made to Landlord or to an affiliate of Landlord. The lender exercising its remedies pursuant to any such assignment shall be entitled to become the whole Landlord. Upon request of Landlord, Tenant shall consent, in writing, to any such assignment and shall provide such written consent and estoppel statement as may be reasonably requested by the assignee or part of lender(s) providing such financing to Landlord or its affiliate. Upon request, Tenant shall pay Rent and any other amounts due from Tenant under this Lease as directed by Landlord and the Premises to:lender providing any such financing to Landlord or Landlord’s affiliate.

Assignment of Lease. 10.01. The SUBLEASE Except as hereinafter set forth, Tenant may not assign the Lease or encumber this Lease, and may not sublet all or any part or all of the Demised Premises or otherwise grant possession of without the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such which Landlord shall not unreasonably withhold or delay. Notwithstanding the foregoing, Landlord's withholding of its consent shall be reasonable if the assignee or subtenant proposed by Tenant conducts a business that is, in Landlord's reasonable judgment, incompatible with the character of Southport Business Park and its tenants or is currently a tenant of or occupying any portion of Southport Business Park. Any assignment or sublease to which Landlord may consent (one consent not being any basis to be unreasonably withheldcontend that Landlord should consent to a further change) shall not relieve Tenant of any of its obligations hereunder. In no event shall the Tenant be released or discharged from the full performance of this Lease be assignable by operation of any law, and the payment of all rents Tenant's rights hereunder may not become, and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed listed by Tenant as an asset under any bankruptcy, insolvency, or implied as consent to any further or subsequent assignment or sublettingreorganization proceedings. In the event this Lease Tenant is assigned or all or a portion of the Premises subletnot, the Tenant may not become, and shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting never represent itself to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent a agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. Tenant may, without Landlord's consent, assign or sublet all but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or not part of the Demised Premises to:to (1) any entity controlled by, under common control with, or controlling Tenant, (2) any successor corporation by merger or consolidation or (3) any entity purchasing substantially all of Tenant's assets and business at the Demised Premises.

Assignment of Lease. 10.01. The Tenant may not assign Effective as of _________________________ (the “Assignment Commencement Date”), Assignor does hereby assign, transfer, and set over unto Assignee all of the right, title and interest of Assignor in, to and under the Lease or sublet as herein modified. Assignor, simultaneously herewith, assigns to Assignee, all or any of Assignor’s right, title, and interest in and to the leasehold improvements and all remaining tangible personal property (if any) located in the Remainder Premises (as hereinafter defined) including, without limitation, equipment, office supplies, furniture and fixtures (collectively, the “Assigned Property”). Assignee hereby assumes and accepts the foregoing assignments on the terms and conditions set forth herein and, effective upon the Assignment Commencement Date (as hereinafter defined), Assignee assumes and agrees to keep, observe and perform all of the terms, covenants, agreements, conditions and obligations of the Lease on the part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not Assignor to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease kept, observed and performed, including, without limitation, the payment of all rents rent, additional costs, payments and monies charges which accrue after the date hereof (collectively, the “Assumed Obligations”), with the same force and effect as if the observance Assignee instead of all covenantsAssignor had originally signed the Lease, agreementsand agrees that it shall from and after the Assignment Commencement Date be liable to Landlord and its respective successors and assigns, terms for any failure to keep, observe or perform the same. Assignor and conditions herein contained Assignee, by their execution below, do hereby acknowledge their joint and any such consent granted several liability to Landlord under the Lease, and agree and acknowledge that their joint and several liability to Landlord thereunder is not waived, discharged, modified, released, amended or otherwise altered by the Landlord shall not be deemed or implied assignment described herein except as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to ithereinafter set forth. Notwithstanding the foregoing provisions assignment of this Section 10.01 the Lease to Assignee or anything else contained hereinto the contrary in the Assignment, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant Assignor shall have remain fully liable during the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all unexpired Term of the Tenant’s Lease for the obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:Tenant thereunder.